Common use of Licensor Patents and Joint Patents Clause in Contracts

Licensor Patents and Joint Patents. (i) Starting with the Continuation Date, Company shall have the first right, and the obligation, to file, prosecute and maintain Licensor Patents (in Licensor’s name) and Joint Patents (in both Parties’ names) in the Territory, to the extent such Patent Rights solely Cover Collaboration Compounds and Products. In the event that any Licensor Patent or Joint Patent Covers both Collaboration Compounds and Products and compositions that are not Collaboration Compounds and Products, the Parties shall attempt to file divisional or other applications separating the claims covering Collaboration Compounds and Products from claims covering other compositions, and each Party shall bear the costs incurred respectively. If such separation cannot be achieved, then Licensor shall have the right to make decisions, after due consultation with Company as set forth in paragraph (f) below, provided that Licensor shall reimburse Company for any additional costs and expense incurred by Company in following such Licensor decision. Except to the extent set forth otherwise in the preceding two sentences of this Section 7.4(d), Company shall bear all costs and expenses of filing, prosecuting and maintaining such Licensor Patents and Joint Patents in the Territory. Company shall keep Licensor informed of the status of the filing and prosecution of such Licensor Patents and Joint Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in the Territory. At Company’s request, Licensor will provide Company with reasonable free-of-charge assistance in prosecuting such Licensor Patents and Joint Patents to the extent possible, including providing such data in Licensor’s Control that is, in Company’s reasonable judgment, needed to support the prosecution of such Licensor Patents and Joint Patents. If Company elects not to file or to continue to prosecute or maintain any of such Licensor Patents or Joint Patents in any country in the Territory, then it shall notify Licensor in writing at least [...***...] before any final deadline applicable to the filing, *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. prosecution or maintenance of such Licensor Patent or Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Licensor Patent or Joint Patent in such country or possession. In such case, Licensor shall have the right, at its own cost and expense, to pursue the filing or support the continued prosecution or maintenance of such Licensor Patent or Joint Patent in the Territory. Licensor Patents and Joint Patents will be filed, prosecuted and maintained in the jurisdictions set forth on Schedule 7.4(d). Jurisdictions may be added or deleted from Schedule 7.4(d) only by written agreement of the Parties executed by their Patent Coordinators.

Licensor Patents and Joint Patents. (i) Starting with the Continuation Date, Company shall have the first right, and the obligation, to file, prosecute and maintain Licensor Patents (in Licensor’s name) and Joint Patents (in both Parties’ names) in the Company Territory, to the extent such Patent Rights solely Cover Collaboration Compounds and Products. In the event that any Licensor Patent or Joint Patent Covers both Collaboration Compounds and Products and compositions that are not Collaboration Compounds and Products, the Parties shall attempt to file divisional or other applications separating the claims covering Collaboration Compounds and Products from claims covering other compositions, and each Party shall bear the costs incurred respectively. If such separation cannot be achieved, then Licensor shall have the right to make decisions, after due consultation with Company as set forth in paragraph (f) below, provided that Licensor shall reimburse Company for any additional costs and expense incurred by Company in following such Licensor decision. Except to the extent set forth otherwise in the preceding two sentences of this Section 7.4(d7.4(d)(i), Company shall bear all costs and expenses of filing, prosecuting and maintaining such Licensor Patents and Joint Patents in the Company Territory. Company shall keep Licensor informed of the status of the filing and prosecution of such Licensor Patents and Joint Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in the Company Territory. At Company’s request, Licensor will provide Company with reasonable free-of-charge assistance in prosecuting such Licensor Patents and Joint Patents to the extent possible, including providing such data in Licensor’s Control that is, in Company’s *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities Exchange Commission. reasonable judgment, needed to support the prosecution of such Licensor Patents and Joint Patents. If Company elects not to file or to continue to prosecute or maintain any of such Licensor Patents or Joint Patents in any country in the Company Territory, then it shall notify Licensor in writing at least [...***...] before any final deadline applicable to the filing, *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. prosecution or maintenance of such Licensor Patent or Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Licensor Patent or Joint Patent in such country or possession. In such case, Licensor shall have the right, at its own cost and expense, to pursue the filing or support the continued prosecution or maintenance of such Licensor Patent or Joint Patent in the Company Territory. Licensor Patents and Joint Patents will be filed, prosecuted and maintained in the jurisdictions set forth on Schedule 7.4(d). Jurisdictions may be added or deleted from Schedule 7.4(d) only by written agreement of the Parties executed by their Patent Coordinators.

Licensor Patents and Joint Patents. (i) Starting with the Continuation Date, Company shall have the first right, and the obligation, to file, prosecute and maintain Licensor Patents (in Licensor’s name) and Joint Patents (in both Parties’ names) in the Company Territory, to the extent such Patent Rights solely Cover Collaboration Compounds and Products. In the event that any Licensor Patent or Joint Patent Covers both Collaboration Compounds and Products and compositions that are not Collaboration Compounds and Products, the Parties shall attempt to file divisional or other applications separating the claims covering Collaboration Compounds and Products from claims covering other compositions, and each Party shall bear the costs incurred respectively. If such separation cannot be achieved, then Licensor shall have the right to make decisions, after due consultation with Company as set forth in paragraph (f) below, provided that Licensor shall reimburse Company for any additional costs and expense incurred by Company in following such Licensor decision. Except to the extent set forth otherwise in the preceding two sentences of this Section 7.4(d7.4(d)(i), Company shall bear all costs and expenses of filing, prosecuting and maintaining such Licensor Patents and Joint Patents in the Company Territory. Company shall keep Licensor informed of the status of the filing and prosecution of such Licensor Patents and Joint Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in the Company Territory. At Company’s request, Licensor will provide Company with reasonable free-of-charge assistance in prosecuting such Licensor Patents and Joint Patents to the extent possible, including providing such data in Licensor’s Control that is, in Company’s *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. reasonable judgment, needed to support the prosecution of such Licensor Patents and Joint Patents. If Company elects not to file or to continue to prosecute or maintain any of such Licensor Patents or Joint Patents in any country in the Company Territory, then it shall notify Licensor in writing at least [...***...] before any final deadline applicable to the filing, *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. prosecution or maintenance of such Licensor Patent or Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Licensor Patent or Joint Patent in such country or possession. In such case, Licensor shall have the right, at its own cost and expense, to pursue the filing or support the continued prosecution or maintenance of such Licensor Patent or Joint Patent in the Company Territory. Licensor Patents and Joint Patents will be filed, prosecuted and maintained in the jurisdictions set forth on Schedule 7.4(d). Jurisdictions may be added or deleted from Schedule 7.4(d) only by written agreement of the Parties executed by their Patent Coordinators.

Licensor Patents and Joint Patents. (i) Starting with the Continuation Date, Company shall have the first right, and the obligation, to file, prosecute and maintain Licensor Patents (in Licensor’s name) and Joint Patents (in both Parties’ names) in the Territory, to the extent such Patent Rights solely Cover Collaboration Compounds and Products. In the event that any Licensor Patent or Joint Patent Covers both Collaboration Compounds and Products and compositions that are not Collaboration Compounds and Products, the Parties shall attempt to file divisional or other applications separating the claims covering Collaboration Compounds and Products from claims covering other compositions, and each Party shall bear the costs incurred respectively. If such separation cannot be achieved, then Licensor shall have the right to make decisions, after due consultation with Company as set forth in paragraph (f) below, provided that Licensor shall reimburse Company for any additional costs and expense incurred by Company in following such Licensor decision. Except to the extent set forth otherwise in the preceding two sentences of this Section 7.4(d), Company shall bear all costs and expenses of filing, prosecuting and maintaining such Licensor Patents and Joint Patents in the Territory. Company shall keep Licensor informed of the status of the filing and prosecution of such Licensor Patents and Joint Patents or related proceedings (e.g. interferences, oppositions, reexaminations, reissues, revocations or nullifications) in the Territory. At Company’s request, Licensor will provide Company with reasonable free-of-charge assistance in prosecuting such Licensor Patents and Joint Patents to the extent possible, including providing such data in Licensor’s Control that is, in Company’s reasonable judgment, needed to support the prosecution of such Licensor Patents and Joint Patents. If Company elects not to file or to continue to prosecute or maintain any of such Licensor Patents or Joint Patents in any country in the Territory, then it shall notify Licensor in writing at least [...***...] before any final deadline applicable to the filing, *Confidential Information, indicated by [...***...], has been omitted from this filing and filed separately with the Securities and Exchange Commission. prosecution or maintenance of such Licensor Patent or Joint Patent, as the case may be, or any other date by which an action must be taken to establish or preserve such Licensor Patent or Joint Patent in such country or possession. In such case, Licensor shall have the right, at its own cost and expense, to pursue the filing or support the continued prosecution or maintenance of such Licensor Patent or Joint Patent in the Territory. Licensor Patents and Joint Patents will be filed, prosecuted and maintained in the jurisdictions set forth on Schedule 7.4(d). Jurisdictions may be added or deleted from Schedule 7.4(d) only by written agreement of the Parties executed by their Patent Coordinators.